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ZEOLITE EXPLORATION CO | Eastern Nano-Materials Holdings Limited | HFG International, Limited. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
FINANCIAL
ADVISORY AGREEMENT
----------------------------
THIS FINANCIAL ADVISORY
AGREEMENT
("Agreement") is made
and entered
into on this the 26th day of September
2005, by and between HFG
International,
Limited, a Hong Kong corporation
("HFG"), and Eastern
Nano-Materials Holdings
Limited, a company organized
under the laws of the Republic of Singapore (the
"Company").
W I T N E S
S E T H:
WHEREAS, the Company desires to
engage HFG to provide certain financial
advisory and consulting services as specifically enumerated below commencing as
of the date hereof related to the Financing, the Restructuring, the Going
Public
Transaction and the Post-Transaction
Period (each as hereinafter defined),
and
HFG is willing to be so engaged;
NOW, THEREFORE,
for and in consideration of the covenants set forth
herein and the mutual benefits to be gained by the parties hereto,
and other
good and valuable consideration, the receipt and adequacy of which are now and
forever acknowledged and confessed, the parties hereto hereby agree and intend
to be legally bound as follows:
1. Retention. As of the date
hereof, the Company hereby retains and HFG
hereby agrees to be retained as the Company's exclusive financial advisor
during
the term of this Agreement. The Company
acknowledges that HFG shall have
the
right to engage third parties with the Company's permission to assist it in its
efforts to satisfy its obligations hereunder.
In its capacity as a financial
advisor to the Company, HFG will:
A. Restructuring and Going
Public Transaction.
(i) consult on the
implementation of a restructuring plan (the
"Restructuring") resulting in an organizational structure
that will
allow the Company to complete
the Going Public Transaction;
(ii) assist the Company
in evaluating the manner of effecting
a going public transaction with
a public shell corporation domiciled in
the United
States of America
and quoted on the "OTC
BB" (a "Going
Public Transaction") resulting
in HFG, its affiliates, participants in
the Financing
and the minority
shareholders of the public
shell
corporation retaining
control of 5.8 percent (5.8%) of all the issued
and outstanding stock of the
public company following consummation of
the Financing
and the Going
Public Transaction. The
Company
acknowledges that it has
presented HFG with financial projections
(the
"Projections") indicating
that the Company will report net
income of
approximately $10 million
USD for the first three quarters
of fiscal
2005 (the "Projected NI").
The Company agrees that in the event it
fails to meet the Projected NI, HFG shall have the right, in its sole
discretion, to renegotiate its
terms.
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(iii) assist the
Company in a capital raising transaction (a
"Financing") as permitted by applicable law and in accordance
with the
terms of that certain
Financing Agreement (the
"Financing Agreement")
attached hereto as Exhibit
"A".
B. Post Transaction Period
Upon consummation of the Going
Public Transaction, HFG agrees to:
(i)
coordinate and supervise
a training program
for the
purpose of
facilitating new management's
operation of the public
company;
(ii) if
necessary, facilitate the
preparation of an
information statement
to be filed with the SEC to
change the public
company's name and to in turn assist in obtaining a new CUSIP number
and stock symbol for the public
company;
(iii) assist
in developing and
implementing the public
company's investor
relations efforts, which
shall include (a)
establishing a program for
communicating with brokerage
professionals,
investment bankers and market makers; (b) creating a
complete investor
relations strategy to be implemented in English and Chinese; and (c)
assisting in the preparation
and dissemination of press releases (the
Company agrees
that all costs
and expenses charged
by investor
relations and press relations
firms introduced by HFG and
engaged by
the public
company will be the sole
responsibility of the public
company);
(iv) provide assistance and guidance in the preparation
and
assembly of
application materials for
the listing of the
public
company's common stock on a
national exchange or quotation medium
that
shall necessarily
be limited to the American Stock
Exchange or the
NASDAQ Stock Market; and
(v) provide the public
company with such additional financial
advisory services as may be
reasonably requested, to the extent HFG has
the expertise or legal right to
render such services.
2. Authorization. Subject
to the terms
and conditions of
this
Agreement, the Company hereby appoints HFG to act on a best efforts basis as
its
consultant during the Authorization Period (as hereinafter defined). HFG hereby
accepts such appoint, with it being expressly acknowledged that HFG is acting
in
the capacity of independent contractor and not as agent of either the
Company,
affiliates of the Company
resulting from the






